Blake Lively arrives at my apartment carrying her dinner in a paper bag, dressed like a modern-day pinup. She is wearing a pair of black tuxedo shorts, a white blouse opened just enough to hint at a delicate black bra, and a pair of 5-inch Christian Louboutin heels with three straps on the front—they look like bondage Mary Janes—making her 5'10" frame appear 7 feet tall. Her bracelets are a chic variation of spiked punk dog collars, her blonde mane is disheveled, her skin smooth and golden. At 22 years old, she looks brazen yet girlish, sexy yet sweet. She is, as usual, all smiles, with an endearing, almost puppyish enthusiasm. A bombshell of a girl, I would say Lively is like a tall, frosty glass of milk—but when you take a sip, you realize that the milk has bourbon in it. (Milk Punch, as it is known, is a delicious, distinctly Southern, sweet brunch beverage that you can consume gallons of before you realize you're intoxicated.) We settle onto my bed, the only place in the house where we can hide from my kids.

On Lively's first day on the set of my new film, The Private Lives of Pippa Lee—where Lively plays the young, troubled runaway Pippa Lee to Robin Wright Penn's adult Pippa—she was exhausted, having arrived at 7 a.m. after working until 3 a.m. on the pop-culture soap-smash Gossip Girl the night before. The fact that her first scene in the movie would entail hysterical tears and a climactic fight with her bipolar mother, played by the powerful Maria Bello, seemed to faze her only slightly at the time, though internally, it seems, it was another story...

RM: What was your first day like on Pippa working with Maria Bello, who played your pill-popping mother? You had to face that tornado...

BL: I was honestly terrified. I hadn't slept that much, and all I wanted that day was for Maria to say, "Wow, great job." And when she didn't say anything to me, I thought, Oh, my gosh, I'm terrible. She hates it. She's calling her agent, saying, "What have you gotten me into?"

RM: [laughs] Maria was in character all day that day...

BL: But once we finished filming, she was so complimentary and sweet. The way Maria worked was very method, and then [costar] Julianne Moore was the complete opposite—between takes, she was a nice, normal mom talking about her kid's baseball games. Then you would call "Action," and suddenly she's playing this creepo photographer! It freaked me out.

RM: One of the remarkable things about you is your ability to imagine yourself in situations that are much bleaker than what you've experienced in your own life.

BL: As a character, I get to be this wild, outgoing person that I'm so not. I think it all comes from being the youngest of five. I was always observing my siblings and hearing stories about their lives that turned out to be helpful as an actress.

Lively's father moved the family from Georgia to L.A. when he was cast in the pilot of The Dukes of Hazzard (he would later play her father in The Sisterhood of the Traveling Pants 2).

RM: Do you think of yourself as Southern, even though you grew up in L.A.? I think there's a Southern girl lurking in you.

BL: I grew up in L.A., but I was the only one in my family born there. I have a tight-knit Southern family, so whenever I tell people I'm from L.A., they say, "Yeah, but you don't count," I guess because of the Southern values I was raised with, and the way I eat—the more sugary and cheesy and fried, the better.

RM: Did you ever study acting?

BL: Well, my parents taught an acting class when I was growing up, and because I never had a babysitter, I would end up at them. When I got older, I knew all the drills so well that I felt fine getting up on stage. Without them, I'd still probably be hiding under my mom's skirt.

Lively's mother, whom she describes as "loving," "dynamic," and "a prankster," has had an enormous influence on her daughter, and they remain very close.

RM: What's your first memory?

BL: Oh, geez, I remember I was about 3 years old, and I woke up—we were staying at Disneyland. I was in a little pink silk bed, and there were Mickey and Donald and Goofy looking down at me. It was the most exciting place in the world. I kind of feel like I grew up at Disneyland.

RM: What do you mean, you grew up in Disneyland?

BL: My mom would take me there twice a week. I did well in school, so I guess my mom just wanted to have some extra time to bond with me. Sometimes, when I was older, she'd keep me out till 1 in the morning.

RM: [laughs] She would take you out of school and keep you out till 1 in the morning?

BL: We only stayed out late on weekends. We'd get a hotel room and then go to Denny's, drink coffee, and talk for hours. I've always been a night owl. Even at home, we'd stay up all night talking. My mom tells the most amazing stories. In a way, she was kind of raising me to be a great actress without even realizing it.

RM: You went to 13 different schools growing up?

BL: I did. When I was only 3 years old, my mom enrolled me in the first grade. My older brother was supposed to start school, but he didn't want to go alone, so my mom told them I was 6 since I was so tall. But after a few weeks, they said they would have to put me in mentally disabled classes because I wasn't up to pace with the rest of the kids. They thought that I was slow because all I wanted to do was sleep while the other kids were doing their projects. [laughs] So my mom took me out of school.

Read the rest of the interview in the December issue, on newsstands now.

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